SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          -----------------------

                               FORM 10-K
                    FOR ANNUAL AND TRANSITION REPORTS
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

(Mark One)
   /X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934 
                For the fiscal year ended December 31, 1997

                                  OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
          For the transition period from __________ to __________

                      Commission file number 1-10342

                          BHC COMMUNICATIONS, INC.
           (Exact name of registrant as specified in its charter)

         Delaware                                    59-2104168
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

767 Fifth Avenue, New York, New York                   10153
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (212) 421-0200

Securities registered pursuant to Section 12(b) of the Act:


                                             Name of each Exchange
          Title of each class                on which registered

          Class A Common Stock
            $0.01 par value                  American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No     
                                               ---      ---
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

<PAGE>
     The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of February 28, 1998, was approximately $653,700,000.

     As of February 28, 1998, there were 4,738,305 shares of the registrant's
Class A Common Stock and 18,000,000 shares of the registrant's Class B Common
Stock outstanding.

                                     2
<PAGE>
                  DOCUMENTS INCORPORATED BY REFERENCE

     The documents incorporated by reference into this Form 10-K and the Parts
hereof into which such documents are incorporated are listed below:


             Document                          Part

        Those portions of the                    II
        registrant's annual
        report to stockholders
        for the fiscal year ended
        December 31, 1997 (the
        "Annual Report") that are
        specifically identified
        herein as incorporated by
        reference into this Form
        10-K.

        Those portions of the                   III
        registrant's proxy
        statement for the
        registrant's 1998 Annual
        Meeting (the "Proxy
        Statement") that are
        specifically identified
        herein as incorporated by
        reference into this Form
        10-K.

                                     2
<PAGE>

                                PART I

ITEM 1.  BUSINESS.

                                General

     BHC Communications, Inc. ("BHC"), the majority owned (78.8% at February
28, 1998) television broadcasting subsidiary of Chris-Craft Industries, Inc.
("Chris-Craft"), was organized in Delaware in 1977 under the name "BHC, Inc."
and changed its name to BHC Communications, Inc. in 1989.  BHC's principal
business is television broadcasting, conducted through its wholly owned
subsidiaries, Chris-Craft Television, Inc. ("CCTV") and Pinelands, Inc.
("Pinelands"), and its majority owned (58.8% at February 28, 1998) subsidiary,
United Television, Inc. ("UTV").

     At February 28, 1998, BHC, solely through subsidiaries, had 1,055 full-time
employees and 126 part-time employees.

     On January 20, 1998, UTV acquired the assets of a UHF television station in
Baltimore, Maryland, at which time the station's call letters were changed to
WUTB, and the station became an affiliate of the United Paramount Network
("UPN"), a fifth broadcast television network which is 50%-owned by BHC.  In
October 1997, UTV agreed to purchase the assets of UHF television station WRBW
in Orlando, Florida, for $60,000,000 and possible further consideration.  The
acquisition is subject to approval by the Federal Communications Commission and
other conditions.

                        Television Broadcasting

     BHC operates six very high frequency ("VHF") television stations and three
ultra high frequency ("UHF") television stations, together constituting Chris-
Craft's Television Division.  Commercial television broadcasting in the United
States is conducted on 68 channels numbered 2 through 69.  Channels 2 through
13 are in the VHF band, and channels 14 through 69 are in the UHF band.  In
general, UHF stations are at a disadvantage relative to VHF stations, because
UHF frequencies are more difficult for households to receive.  This
disadvantage is eliminated when a viewer receives the UHF station through a
cable system.

     Commercial broadcast television stations may be either affiliated with one
of the three major national networks (ABC, NBC and CBS); three more recently
established national networks (Fox Broadcasting Company ("Fox"), UPN, and The
WB Network ("WB")), which provide substantially fewer hours of programming; or
may be independent.

     The following table sets forth certain information with respect to BHC
stations and their respective markets:

                                     3
<PAGE>
                                                     Total  
                                                     Commercial
                Network        DMA TV                Stations       DMA Cable
Station and     Affiliation/   House-     DMA        Operating in   TV Pene-
Location (a)    Channel        Holds(b)   Rank (b)   Market (c)     tration(d)
------------    ------------   --------   --------   ------------   ----------
KCOP
  Los Angeles   UPN 13         5,009,230     2nd         7VHF          63%
                                                        10UHF
WWOR (e)
  Secaucus      UPN 9          6,755,510     1st         6VHF          71%
                                                        14UHF
KPTV
  Portland      UPN 12           976,190    24th         4VHF          63%
                                                         2UHF
KMSP                                                    
  Minneapolis/
  St. Paul      UPN 9          1,448,100    14th         4VHF          52%
                                                         3UHF 
KTVX
  Salt Lake
  City          ABC 4            690,310    36th         4VHF          56%
                                                         2UHF
KMOL
  San Antonio   NBC 4            648,550    38th         3VHF          65%
                                                         3UHF
KBHK
  San Francisco UPN 44         2,297,880     5th         4VHF          71%
                                                        10UHF
WUTB
  Baltimore     UPN 24           988,040    23rd         3VHF          65%
                                                         3UHF
KUTP
  Phoenix       UPN 45         1,289,210    17th         4VHF          59%
                                                         4UHF

_______________

(a)  KCOP and KPTV are owned by CCTV; WWOR is owned by Pinelands; the
     remaining stations are owned by UTV.

(b)  Designated Market Area ("DMA") is an exclusive geographic area
     consisting of all counties in which the home-market commercial stations
     received a preponderance of total viewing hours.  The ranking shown is
     the nationwide rank, in terms of television households in DMA, of the
     market served by the station.  Source:  Nielsen Media Research
     television households universe estimates.

(c)  Additional channels have been allocated by the Federal Communications
     Commission ("FCC") for activation as commercial television stations in
     certain of these markets.  Also, additional stations may be located
     within the respective DMAs of BHC stations but outside the greater
     metropolitan television markets in which BHC stations operate.

(d)  Cable penetration refers to the percentage of DMA television viewing
     households receiving cable television service, as estimated by Nielsen
     Media Research.

(e)  WWOR UPN 9 broadcasts across a tri-state area including the entire New
     York City metropolitan area.

                                     4
<PAGE>
     Television stations derive their revenues primarily from selling
advertising time.  The television advertising sales market consists primarily
of national network advertising, national spot advertising and local spot
advertising.  An advertiser wishing to reach a nationwide audience usually
purchases advertising time directly from the national networks, "superstations"
(i.e., broadcast stations carried by cable operators in areas outside their
broadcast coverage area), barter program syndicators, national basic cable
networks, or "unwired" networks (groups of otherwise unrelated stations whose
advertising time is combined for national sale).  A national advertiser wishing
to reach a particular regional or local audience usually buys advertising time
from local stations through national advertising sales representative firms
having contractual arrangements with local stations to solicit such
advertising.  Local businesses generally purchase advertising from the
stations' local sales staffs.

     Television stations compete for television advertising revenue primarily
with other television stations and cable television channels serving the same
DMA.  There are 211 DMAs in the United States.  DMAs are ranked annually by the
estimated number of households owning a television set within the DMA. 
Advertising rates that a television station can command vary in part with the
size, in terms of television households, of the DMA served by the station.

     Within a DMA, the advertising rates charged by competing stations depend
primarily on four factors:  the stations' program ratings, the time of day the
advertising will run, the demographic qualities of a program's viewers
(primarily age and sex), and the amount of each station's inventory.  Ratings
data for television markets are measured by A.C. Nielsen Company ("Nielsen"). 
This rating service uses two terms to quantify a station's audience:  rating
points and share points.  A rating point represents one percent of all
television households in the entire DMA tuned to a particular station, and a
share point represents one percent of all television households within the DMA
actually using at least one television set at the time of measurement and tuned
to the station in question.

     Because the major networks regularly provide first-run programming
during prime time viewing hours (in general, 8:00 P.M. to 11:00 P.M.
Eastern/Pacific time), their affiliates generally (but do not always) achieve
higher audience shares, but have substantially less advertising time
("inventory") to sell, during those hours than affiliates of the newer networks
or independent stations, since the major networks use almost all of their
affiliates' prime time inventory for network programming.  Although the newer
networks generally use the same amount of their affiliates' inventory during
network broadcasts, the newer networks provide less programming; accordingly,
their affiliates, as well as non-affiliated stations, generally have
substantially more inventory for sale than the major-network affiliates.  The
newer network affiliates' and independent stations' smaller audiences and
greater inventory during prime time hours generally result in lower advertising
rates charged and more advertising time sold during those hours, as compared
with major affiliates' larger audiences and limited inventory, which generally
allow the major-network affiliates to charge higher advertising rates for prime
time programming.  By selling more advertising time, the new-network or
independent station typically achieves a share of advertising revenues in its
market greater than its audience ratings.  On the other hand, total programming
costs for such a station, because it broadcasts more syndicated programming
than a major-network affiliate, are generally higher than those of a major-
network affiliate in the same market.  These differences have been reduced by
the growth of the Fox network, which currently provides 15 weekly hours of
programming during prime time and additional programming in other periods, and
are being reduced further as the other newer networks provide expanded
schedules of programming.  

                                     5
     Programming

     BHC's UPN stations depend heavily on independent third parties for
programming, as do KTVX and KMOL for their non-network broadcasts.  Recognizing
the need to have a more direct influence on the quality of programming
available to its stations, and desiring to participate in potential profits
through national syndication of programming, BHC has joined in the formation of
UPN, and, additionally, has begun to invest directly in the development of
original programming.  The aggregate amount invested in original programming
through December 31, 1997 was not significant to BHC's financial position.  BHC
television stations also produce programming directed to meet the needs and
interests of the area served, such as local news and events, public affairs
programming, children's programming and sports.

     Programs obtained from independent sources consist principally of
syndicated television shows, many of which have been shown previously on a
major network, and syndicated feature films, which were either made for network
television or have been exhibited previously in motion picture theaters (most
of which films have been shown previously on network or cable television). 
Syndicated programs are sold to individual stations to be broadcast one or more
times.  Television stations not affiliated with a major network generally have
large numbers of syndication contracts; each contract is a license for a
particular series or program that usually prohibits licensing the same
programming to other television stations in the same market.  A single
syndication source may provide a number of different series or programs.

     Licenses for syndicated programs are often offered for cash sale (i.e.,
without any barter element) to stations; however, some are offered on a barter
or cash plus barter basis.  In the case of a cash sale, the station purchases
the right to broadcast the program, or a series of programs, and sells
advertising time during the broadcast.  The cash price of such programming
varies, depending on the perceived desirability of the program and whether it
comes with commercials that must be broadcast (i.e., on a cash plus barter
basis).  Barter programming is offered to stations for no cash consideration,
but comes with a greater number of commercials that must be broadcast and,
therefore, with less inventory.  

     Barter and cash plus barter programming reduce both the amount of cash
required for program purchases and the amount of time available for sale. 
Although the direct impact on broadcasters' operating income generally is
believed to be neutral, program distributors that acquire barter air time
compete with television stations and broadcasting networks for sales of air
time.  BHC believes that the effect of barter on its television stations is not
significantly different from its impact on the industry as a whole.

     BHC television stations are frequently required to make substantial
financial commitments to obtain syndicated programming while such programming
is still being broadcast by another network and before it is available for
broadcast by BHC stations, or even before it has been produced.  Generally,
syndication contracts require the station to acquire an entire program series,
before the number of episodes of original showings that will be produced has
been determined.  While analyses of network audiences are used in estimating
the value and potential profitability of such programming, there is no
assurance that a successful network program will continue to be successful or
profitable when broadcast after initial network airing.

     Pursuant to generally accepted accounting principles, commitments for
programming not available for broadcast are not recorded as liabilities until
the programming becomes available for broadcast, at which time the related
contract right is also recorded as an asset.  BHC television stations had
unamortized film contract rights for programming available for telecasting, and
deposits on film contracts for programming not available for telecasting
aggregating $121,977,000 as of December 31, 1997.  The stations were committed
for film and sports rights contracts aggregating $178,100,000 for programming
not available for broadcasting as of that date.  License periods for particular
programs or films generally run from one to five years.  Long-term contracts
for the broadcast of syndicated television series generally provide for an
initial telecast and subsequent reruns for a period of years, with full payment
to be made by the station over a period of time shorter than the rerun period. 
See Notes 1(C) and 7 of Notes to Consolidated Financial Statements.

                                     6
<PAGE>
     KTVX and KMOL are primary affiliates of their respective networks. 
Network programs are produced either by the networks themselves or by
independent production companies and are transmitted by the networks to their
affiliated stations for broadcast. 

     Most networks have begun to enter into affiliation agreements for terms
as long as ten years.  UTV has entered into a 10-year affiliation agreement for
KTVX.  The term of KMOL's affiliation agreement automatically renews for two
year periods, unless either party notifies the other that the term will not be
renewed.  Current FCC rules do not limit the duration of affiliation
agreements.

     An affiliation agreement gives the affiliate the right to broadcast all
programs transmitted by the network.  The affiliate must run in its entirety,
together with all network commercials, any network programming the affiliate
elects or is required to broadcast, and is allowed to broadcast a limited
number of commercials it has sold.  For each hour of programming broadcast by
the affiliate, the major networks generally have paid their affiliates a fee,
specified in the agreement (although subject to change by the network), which
varies in amount depending on the time of day during which the program is
broadcast and other factors. Prime time programming generally earns the highest
fee.  A network may, and sometimes does, designate certain programs to be
broadcast with no compensation to the station.

     Subject to certain limitations contained in the affiliation agreement,
an affiliate may accept or reject a program offered by the network and instead
broadcast programming from another source.  Rejection of a program may give the
network the right to offer that program to another station in the area.


     United Paramount Network

     UPN, owned 50% by BHC and 50% by Viacom Inc.'s Paramount Television
Group ("Paramount"), broadcasts six hours of original prime time programming on
three nights per week.  The network also broadcasts two hours of previously
exhibited movies on Saturday afternoons and two hours of children's programming
on Sunday mornings.  UPN intends to expand its prime time programming to five
nights per week as soon as practicable, as well as to begin broadcasting in
other day parts over the next several years.

     UPN licenses its programming on the same bases as are customary in the
industry.  UPN seeks license or ownership rights for programming from all
available sources on arms-length terms.

     As of February 13, 1998, UPN's programming was carried by 178
affiliates, in markets covering a total of 90.1% of all U.S. households.  Of
these station affiliates, 95 are primary affiliates, including all of BHC's and
Paramount's previously independent stations, in markets covering 71.5% of U.S.
households, and 83 are secondary affiliates in markets covering an additional
18.6% of such households.  UPN continues to seek additional affiliates to
expand its household reach.  The terms of UPN's primary affiliate station
agreements range up to ten and a half years and provide commercial time for
sale by the stations as consideration for broadcasting the network's
programming.

     In January 1997, Paramount completed the exercise of its option to
acquire an interest in UPN equal to that of BHC, which, until then, owned 100%
of the network and bore all UPN costs.  UPN funding requirements, shared
equally by BHC and Paramount, are expected to continue to be significant for
the next several years.  See Management's Discussion and Analysis of Financial
Condition and Results of Operations and Note 2 of Notes to Consolidated
Financial Statements.

                                     7
<PAGE>          
     Sources of Revenue

     The principal source of revenues for BHC stations is the sale of
advertising time to national and local advertisers.  Such time sales are
represented by spot announcements purchased to run between programs and program
segments and by program sponsorship.  The relative contributions of national
and local advertising to BHC's gross cash advertising revenues vary from time
to time.  Most advertising contracts are short-term.  Like that of the
television broadcasting business generally, BHC's television business is
seasonal.  In terms of revenues, generally the fourth quarter is strongest,
followed by the second, third and first.

     Advertising is generally placed with BHC stations through advertising
agencies, which are allowed a commission generally equal to 15% of the price of
advertising placed.  National advertising time is usually sold through a
national sales representative, which also receives a commission, while local
advertising time is sold by each station's sales staff.  UTV has established a
national sales representative organization, United Television Sales, Inc.
("UTS"), to represent, initially, all BHC stations.  Practices with respect to
sale of advertising time do not differ markedly between BHC's major network and
UPN stations, although the major-network affiliated stations have less
inventory to sell.  


     Government Regulation

     Television broadcasting operations are subject to the jurisdiction of
the FCC under the Communications Act of 1934, as amended (the "Communications
Act").  The Communications Act empowers the FCC, among other things, to issue,
revoke or modify broadcast licenses, to assign frequencies, to determine the
locations of stations, to regulate the broadcasting equipment used by stations,
to establish areas to be served, to adopt such regulations as may be necessary
to carry out the provisions of the Communications Act and to impose certain
penalties for violation of its regulations.  BHC television stations are
subject to a wide range of technical, reporting and operational requirements
imposed by the Communications Act or by FCC rules and policies.  The
Communications Act was recently and substantially amended by the
Telecommunications Act of 1996 (the "Telecom Act") and by the Budget
Reconciliation Act of 1997, some provisions of which have been incorporated
into the FCC's rules and regulations during the past year, and other provisions
of which will be incorporated over the next several months.

     The Communications Act provides that a license may be granted to any
applicant if the public interest, convenience and necessity will be served
thereby, subject to certain limitations, including the requirement that the FCC
allocate licenses, frequencies, hours of operation and power in a manner that
will provide a fair, efficient and equitable distribution of service throughout
the United States.  Television licenses generally have been issued for five-
year terms, but the Telecom Act permits the FCC to issue such licenses and
their renewals for up to eight years.  Upon application, and in the absence of
adverse questions as to the licensee's qualifications or operations, television
licenses have usually been renewed for additional terms without a hearing by
the FCC.  An existing license automatically continues in effect once a timely
renewal application has been filed until a final FCC decision is issued.

     KMSP UPN 9's license renewal was granted on April 15, 1993, and is due
to expire on April 1, 1998.  A renewal application for KMSP was timely filed on
December 1, 1997, and remains pending.  On March 2, 1998, Lakeland Group
Television, Inc., licensee of television station KGLT, Minneapolis, Minnesota,
filed a petition to deny the KMSP renewal unless and until UTV permits KGLT's
antenna to remain on UTV's television tower on reasonable and equitable terms. 
UTV intends to vigorously oppose the petition, which it does not believe will
have a material adverse effect on UTV's license for KMSP.  KTVX's license
renewal was granted on September 29, 1993, and is due to expire on October 1,
1998.  KUTP UPN 45's license renewal was granted on March 28, 1994, and is due
to expire on October 1, 1998.  KCOP UPN 13's license renewal was granted on
April 18, 1994, and is due to expire on December 1, 1998.  KBHK UPN 44's
license renewal was granted on October 2, 1995, and is due to expire on
December 1, 1998.  KPTV UPN 12's license renewal was granted on August 9, 1995,
and is due to expire on February 1, 1999.  KMOL's license renewal was granted
on August 18, 1995, and is due to expire

                                     8 
<PAGE>
on August 1, 1998; its renewal application is due to be filed on April 1, 1998.
WWOR UPN 9's license renewal was granted on July 16, 1996 and is due to expire
on June 1, 1999.  WUTB UPN 24's license was assigned to UTV of Baltimore, Inc.,
a subsidiary of UTV, on January 20, 1998 and is due to expire on October 1,
2001.

     Under existing FCC regulations governing multiple ownership of broadcast
stations, a license to operate a television station generally will not be
granted to any party (or parties under common control), if such party directly
or indirectly owns, operates, controls or has an attributable interest in
another television or radio station serving the same market or area.  The FCC,
however, is favorably disposed to grant waivers of this rule for radio station-
television station ownership combinations in the top 25 television markets, in
which there will be at least 30 separately owned, operated and controlled
broadcast stations, and in certain other circumstances.  The Telecom Act
directs the FCC to extend this waiver policy to the top 50 markets, consistent
with the public interest, and to conduct a rule-making proceeding to determine
whether to retain or modify the current restriction on same-market multiple
television station ownership.

     FCC regulations further provide that a broadcast license will not be
granted if that grant would result in a concentration of control of radio and
television broadcasting in a manner inconsistent with the public interest,
convenience or necessity.  FCC rules deem such concentration of control to
exist if any party, or any of its officers, directors or stockholders, directly
or indirectly, owned, operated, controlled or had an attributable interest in
television stations capable of reaching, in the aggregate, a maximum of 35% of
the national audience.  This percentage is determined by the DMA market
rankings of the percentage of the nation's television households considered
within each market.  Because of certain limitations of the UHF signal, however,
the FCC will attribute only 50% of a market's DMA reach to owners of UHF
stations for the purpose of calculating the audience reach limits.   Applying
the 50% reach attribution rule to UHF stations KBHK UPN 44, KUTP UPN 45 and
WUTB UPN 24, the nine BHC stations are deemed to reach approximately 18% of the
nation's television households.  The FCC is considering whether to eliminate
the 50% attribution reduction under this rule for UHF stations.

     The FCC's multiple ownership rules require the attribution of the
licenses held by a broadcasting company to its officers, directors and certain
of its stockholders, so there would ordinarily be a violation of FCC
regulations where an officer, director or such a stockholder and a television
broadcasting company together hold interests in stations exceeding the maximum
audience reach or more than one station that serves the same area.  In the case
of a corporation controlling or operating television stations, such as BHC,
there is attribution only to stockholders who own 5% or more of the voting
stock, except for institutional investors, including mutual funds, insurance
companies and banks acting in a fiduciary capacity, which may own up to 10% of
the voting stock without being subject to such attribution, provided that such
entities exercise no control over the management or policies of the
broadcasting company.  

     The FCC has begun a proceeding to consider modification of the various
TV ownership restrictions described above, as well as changes in the rules for
attributing the licenses held by an enterprise to various parties. BHC cannot
predict the outcome of the FCC proceedings.

     FCC regulations currently prevent a national sales representative
organization, such as UTS, which is commonly owned with a national network such
as UPN, from representing affiliates of that network other than affiliates that
are also under common ownership with the network.  FCC regulations also place
restrictions on provisions of agreements between networks and their affiliates
relating to network exclusivity, territorial exclusivity, time optioning, and
pre-emption rights.  The FCC is conducting rule-making proceedings to consider
whether to retain, modify, or eliminate these regulations.  BHC is unable to
predict the outcome of these proceedings.

     As required by the Telecom Act, the FCC recently amended another of its
regulations, the dual network rule, which generally had prohibited common
ownership or control of two television broadcast networks.  Ownership and
control of two or more such networks will now be permitted, except for common
ownership or control between two of ABC, NBC, CBS, and Fox, or any one of those
four networks and either UPN or WB.

                                     9
<PAGE>
     The Telecom Act directed the FCC to conduct a rule-making proceeding to
require the inclusion, in all television sets 13 inches or larger, of a feature
(commonly referred to as the V-Chip) designed to enable viewers to block
display of programs carrying a common rating and authorized the FCC to
establish an advisory committee to recommend a system for rating video
programming that contains sexual, violent, or other indecent material about
which parents should be informed, before it is displayed to children, if the
television industry does not establish a satisfactory voluntary rating system
of its own.  On March 12, 1998, the FCC voted to accept an industry proposal
providing for a voluntary ratings system of "TV Parental Guidelines" under
which all video programming will be designated in one of six categories to
permit the electronic blocking of selected video programming.  The FCC has
begun a separate proceeding to address technical issues related to the "V-
Chip."  The FCC has directed that all television receiver models with picture
screens 13 inches or greater be equipped with "V-Chip" technology under a
phased implementation beginning on July 1, 1999.  BHC cannot predict how
changes in the implementation of the ratings system and "V-Chip" technology
will affect BHC's business.  The Telecom Act also directed the FCC to adopt
regulations requiring increased closed-captioning of video programming, and the
FCC recently did so.  Subject to various exemptions, television stations will
be required to begin broadcasting specified amounts or a specified percentage
of new programs with closed captioning in the year 2000 and specified
percentages of pre-rule programming commencing in the year 2008.

     FCC regulations prohibit the holder of an attributable interest in a
television station from having an attributable interest in a cable television
system located within the predicted coverage area of that station.  FCC
regulations also prohibit the holder of an attributable interest in a
television station from having an attributable interest in a daily newspaper
located within the predicted coverage area of that station.  The FCC intends to
conduct a rule-making proceeding to consider possible modification of this
latter regulation.

     FCC regulations implementing the Cable Television Consumer Protection
and Competition Act of 1992 (the "1992 Cable Act") require each television
broadcaster to elect, at three-year intervals beginning June 17, 1993, either
to (i) require carriage of its signal by cable systems in the station's market
("must-carry") or (ii) negotiate the terms on which such broadcast station
would permit transmission of its signal by the cable systems within its market
("retransmission consent").  In June 1997, the U.S. Supreme Court upheld the
constitutionality of the must-carry provisions.

     On August 8, 1996, under the Children's Television Act of 1990 (the
"CTA"), the FCC amended its rules to establish a "processing guideline" for
broadcast television stations, of at least three hours per week, averaged over
a six-month period, of "programming that furthers the educational and
informational needs of children 16 and under in any respect, including the
child's intellectual/cognitive or social/emotional needs."  Children's "Core
Programming" has been defined as educational and informational programming
that, among other things (i) has serving the educational and informational
needs of children "as a significant purpose," (ii) has a specified educational
and informational objective and a specified target child audience, (iii) is
regularly scheduled, weekly programming, (iv) is at least 30 minutes in length,
and (v) airs between 7:00 a.m. and 10:00 p.m.  Any station that satisfied the
processing guideline by broadcasting at least three weekly hours of Core
Programming will receive FCC staff-level approval of the portion of its license
renewal application pertaining to the CTA.  Alternatively, a station may
qualify for staff-level approval even if it broadcasts "somewhat less" than
three hours per week of Core Programming by demonstrating that it has aired a
weekly package of different types of educational and informational programming
that is "at least equivalent" to three hours of Core Programming.  Non-Core
Programming that can qualify under this alternative includes specials, public
service announcements, short-form programs and regularly scheduled non-weekly
programs, with "a significant purpose of educating and informing children."  A
licensee that does not meet the processing guidelines under either of these
alternatives will be referred by the FCC's staff to the Commissioners of the
FCC, who will evaluate the licensee's compliance with the CTA on the basis of
both its programming and its other efforts related to children's educational
and informational programming, e.g., its sponsorship of Core Programming on
other stations in the market, or nonbroadcast activities "which enhance the
value" of such programming.  A television station ultimately found not to have
complied with the CTA could face sanctions including monetary fines and the
possible non-renewal of its broadcast license.  BHC believes that each of its
stations currently meets the three-hour programming guideline.

                                    10
<PAGE>
     The FCC has taken a number of steps to implement digital television
service ("DTV") (including high definition) in the United States.  In December
1996, the FCC adopted a DTV broadcast standard.  On February 17, 1998, the FCC
affirmed an amended table of digital channel allotments and rules for the
implementation of DTV, initially adopted in 1997.  The digital table of
allotments provides each existing television station licensee or permittee with
a second broadcast channel to be used during the transition to DTV, conditioned
upon the surrender of one of the channels at the end of the DTV transition
period.  The DTV channels assigned to BHC television stations are as follows: 
KCOP, channel 66; KBHK, channel 45; KMSP, channel 26; WWOR, channel 38; KPTV,
channel 30; KMOL, channel 58; KTVX, channel 40; KUTP, channel 26; and WUTB,
channel 41.  Implementation of DTV will improve the technical quality of
television.  Furthermore, the implementing rules permit broadcasters to use
their assigned digital spectrum flexibly to provide either standard or high-
definition video signals and additional services, including, for example, data
transfer, subscription video, interactive materials, and audio signals as long
as they continue to provide at least one free, over-the-air television service. 
However, the digital table of allotments was devised on the basis of certain
technical assumptions which have not been subjected to extensive field testing
and which, along with specific digital channel assignments, may be subjected to
further administrative and judicial review.  Conversion to DTV may reduce the
geographic reach of the BHC television stations or result in increased
interference, with, in either case, a corresponding loss of population
coverage.  DTV implementation will impose additional costs on BHC television
stations, primarily due to the capital costs associated with construction of
DTV facilities and increased operating costs both during and after the
transition period.  In addition, the Telecommunications Act requires the FCC to
assess and collect a fee for any use of a broadcaster's DTV channel for which
it receives subscription fees or other compensation other than advertising
revenue.  The FCC has set a target date of 2006 for expiration of the
transition period, subject to biennial reviews to evaluate the progress of DTV,
including the rate of consumer acceptance.  BHC expects that, during 1998,
BHC's television stations will begin converting to DTV.  Future capital
expenditures by BHC will be compatible with the new technology whenever
possible.

     The FCC currently is reviewing certain of its rules governing the
relationship between broadcast television networks, including UPN, and their
affiliated stations.  In a rulemaking proceeding, the FCC is examining its
rules prohibiting broadcast television networks from representing their
affiliated stations for the sale of non-network advertising time and from
influencing or controlling the rates set by their affiliates for the sale of
such time.  Separately, the FCC is conducting a rulemaking proceeding to
consider relaxing or eliminating its rules prohibiting broadcast networks from
(i) restricting their affiliates' rights to reject network programming, (ii)
reserving an option to use specified amounts of their affiliates' broadcast
time, and (iii) forbidding their affiliates from broadcasting the programming
of another network; and to consider the relaxation of its rule prohibiting
network affiliated stations from preventing other stations from broadcasting
the programming of their network.

     The Communications Act limits the amount of capital stock that aliens
(including their representatives, foreign governments, their representatives,
and entities organized under the laws of a foreign country) may own in a
television station licensee or any corporation directly or indirectly
controlling such licensee.  No more than 20% of a licensee's capital stock and,
if the FCC so determines, no more than 25% of the capital stock of a company
controlling a licensee, may be owned, directly or indirectly, or voted by
aliens or their representatives.  Should alien ownership exceed this limit, the
FCC may revoke or refuse to grant or renew a television station license or
approve the assignment or transfer of such license.  BHC believes the ownership
by aliens of its stock and that of UTV to be below the applicable limit.

     The Communications Act prohibits the assignment of a broadcast license
or the transfer of control of a licensee without the prior approval of the FCC. 
Legislation was introduced in the past that would impose a transfer fee on
sales of broadcast properties.  Although that legislation was not adopted,
similar proposals, or a general spectrum licensing fee, may be advanced and
adopted in the future.  Recent legislation has imposed annual regulatory fees
applicable to BHC stations, currently ranging as high as $35,025 per station.

                                    11
<PAGE>
     The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act or regulations and policies of the FCC
thereunder.  Reference is made to the Communications Act, such regulations and
the public notices promulgated by the FCC for further information.

     Other Federal agencies, including principally the Federal Trade
Commission, also impose a variety of requirements that affect the business and
operations of broadcast stations.  Proposals for additional or revised
requirements are considered by the FCC, other Federal agencies or Congress from
time to time.  BHC cannot predict what new or revised Federal requirements may
result from such consideration or what impact, if any, such requirements might
have upon the operation of BHC television stations.

     Competition

     BHC television stations compete for advertising revenue in their
respective markets, primarily with other broadcast television stations and
cable television channels, and compete with other advertising media as well. 
Such competition is intense.  

     In addition to programming, management ability and experience, technical
factors and television network affiliations are important in determining
competitive position.  Competitive success of a television station depends
primarily on public response to the programs broadcast by the station in
relation to competing entertainment, and the results of this competition affect
the advertising revenues earned by the station from the sale of advertising
time.

     Audience ratings provided by Nielsen have a direct bearing on the
competitive position of television stations.  In general, major network
programs achieve higher ratings than other programs.

     There are at least five other commercial television stations in each
market served by a BHC station.  BHC believes that the three VHF major-network
affiliates and the two other VHF stations in New York City generally attract a
larger viewing audience than does WWOR UPN 9, and that WWOR UPN 9 generally
attracts a viewing audience larger than the audiences attracted by the UHF
stations in the New York City market.  In Los Angeles, the three VHF major-
network affiliates and three other VHF stations generally attract a larger
viewing audience than does KCOP UPN 13, and KCOP UPN 13 generally attracts a
viewing audience equal to one UHF station but larger than the other nine UHF
stations in Los Angeles.  In Portland, the three VHF major-network affiliated
stations generally attract a larger audience than does KPTV UPN 12, which
generally attracts a larger audience than the other independent stations, both
of which are UHF stations.  BHC believes that, in Minneapolis/St. Paul, KMSP
UPN 9 generally attracts a smaller viewing audience than the three major
network-affiliated VHF stations, but a larger viewing audience than the other
three stations, all of which are UHF stations.  In Salt Lake City, in 1997,
KTVX ranked second of the six television stations in terms of audience share. 
In San Antonio, in 1997, KMOL ranked second of the six stations in terms of
audience share.  Of the 14 commercial television stations in San Francisco,
KBHK UPN 44, generally ranks fifth in terms of audience share, behind the three
major network-affiliated VHF television stations, and the VHF Fox affiliate. 
KUTP UPN 45 generally ranks sixth in terms of audience share, of the eight
commercial stations in the Phoenix market.  The Baltimore station, prior to its
acquisition by UTV in January 1998, operated as a Home Shopping Network
affiliate.  As such, it did not compete in the Baltimore market for advertising
revenue.

     BHC stations may face increased competition in the future from
additional television stations that may enter their respective markets.  See
note (c) to the table under Television Broadcasting.

     Cable television is a major competitor of television broadcasting
stations.  Because cable television systems operate in each market served by a
BHC station, the stations are affected by rules governing cable operations.  If
a station is not widely accessible by cable in those markets having strong
cable penetration, it may lose effective access to a significant portion of the
local audience.  Even if a television station is carried on a local cable
system, an unfavorable channel or service tier position on the cable system may
adversely affect the station's audience ratings and, in some circumstances, a
television set's ability to receive the station being carried on an unfavorable

                                    12
<PAGE>
channel position.  Some cable system operators may be inclined to place
broadcast stations in unfavorable channel locations.  

     While Federal law has until recently generally prohibited local
telephone companies from providing video programming to subscribers in their
service areas, this prohibition has been substantially eliminated by the
Telecom Act.  The FCC has also recently adopted rules for "Open Video Systems"
-- a new structure of video delivery system authorized by the Telecom Act for
provision by local telephone companies and, if permitted by the FCC, others. 
BHC is unable to predict the outcome or effect of these developments.

     "Syndicated exclusivity" rules allow television stations to prevent
local cable operators from importing distant television programming that
duplicates syndicated programming in which local stations have acquired
exclusive rights.  In conjunction with these rules, network nonduplication
rules protect the exclusivity of major-network broadcast programming within the
local video marketplace.  The FCC is also reviewing its "territorial
exclusivity" rule, which limits the area in which a broadcaster can obtain
exclusive rights to video programming.  BHC believes that the competitive
position of BHC stations would likely be enhanced by an expansion of
broadcasters' permitted zones of exclusivity.

     Alternative technologies could increase competition in the areas served
by BHC stations and, consequently, could adversely affect their profitability. 
Four direct broadcast satellite ("DBS") systems currently provide service.  The
number of subscribers to DBS services increased substantially during the past
three years, from approximately 600,000 at the end of 1994, to approximately
6.7 million as of February 1998.  The emergence of home satellite dish antennas
has also made it possible for individuals to receive a host of video
programming options via satellite transmission.  An additional challenge is now
posed by wireless cable systems, including multichannel distribution services
("MDS").  At the end of 1997, wireless cable systems served about 1.1 million
subscribers.  Two four-channel MDS licenses have been granted in most
television markets.  MDS operation can provide commercial programming on a paid
basis.  A similar service can also be offered using the instructional
television fixed service ("ITFS").  The FCC now allows the educational entities
that hold ITFS licenses to lease their "excess" capacity for commercial
purposes.  The multichannel capacity of ITFS could be combined with either an
existing single channel MDS or a newer multichannel multi-point distribution
service to increase the number of available channels offered by an individual
operator.  

     Technological developments in television transmission have created the
probability that one or more of the broadcast and nonbroadcast television media
will provide enhanced or "high definition" pictures and sound to the public of
a quality that is technically superior to that of the pictures and sound
currently available.  It is not yet clear when and to what extent technology of
this kind will be available to the various television media; whether and how
television broadcast stations will be able to avail themselves of these various
improvements; whether all television broadcast stations will be afforded
sufficient spectrum to do so; whether viewing audiences will make choices among
services upon the basis of such differences; or, if they would, whether
significant additional expense would be required for television stations to
provide such services.  Many segments of the television industry are
intensively studying digital television technology.  BHC is unable to predict
the outcome of these developments.

     The broadcasting industry is continuously faced with technological
changes, competing entertainment and communications media and governmental
restrictions or actions of Federal regulatory bodies, including the FCC.  These
technological changes may include the introduction of digital compression by
cable systems that would significantly increase the number and availability of
cable program services with which BHC stations compete for audience and
revenue, the establishment of interactive video services, and the offering of
multimedia services that include data networks and other computer technologies. 
Such factors have affected, and will continue to affect, the revenue growth and
profitability of BHC.

                                    13
<PAGE>
ITEM 2.  PROPERTIES.

     KCOP owns its studios and offices in two buildings in Los Angeles
containing a total of approximately 54,000 square feet located on adjacent
sites having a total area of approximately 1.93 acres.  KCOP's transmitter is
located atop Mt. Wilson on property utilized pursuant to a permit issued by the
United States Forest Service. 

     KPTV owns its studios and offices in a building in Portland, Oregon,
containing approximately 45,300 square feet located on a site of approximately
2.0 acres.  Its transmitter is located on its own property at a separate site
containing approximately 16.18 acres. 

     WWOR owns office and studio facilities in Secaucus, New Jersey,
containing approximately 110,000 square feet on approximately 3.5 acres and
leases additional office space in New York City.  Along with almost all of the
television stations licensed to the New York market, WWOR's transmitter is
located on top of the World Trade Center in New York City pursuant to a lease
agreement which expires in 2004, unless terminated by WWOR in May 1999.  

     Physical facilities consisting of offices and studio facilities are
owned by UTV in Minneapolis, San Antonio and Phoenix and are leased in
Baltimore, Salt Lake City and San Francisco.  The Baltimore lease expires in
March 2000.  The Salt Lake City lease expires in August 1999 and is renewable,
at an increased rental, for two five-year periods.  The San Francisco lease
expires in 2007.

     The Minneapolis facility includes approximately 49,700 square feet of
space on a 5.63-acre site.  The Salt Lake City facility is approximately 30,400
square feet on a 2.53-acre site.  The Baltimore facility is approximately 7,800
square feet and is located in an office park in a suburb of Baltimore.  The San
Antonio facility is approximately 41,000 square feet on a .92-acre site.  The
San Francisco facility is approximately 27,700 square feet in downtown San
Francisco.  The Phoenix facility is approximately 26,400 square feet on a 3.03-
acre site.  Smaller buildings containing transmission equipment are owned by
UTV at sites separate from the studio facilities.

     UTV owns a 55-acre tract in Shoreview, Minnesota, of which 40 acres are
used by KMSP for transmitter facilities and tower.  

     KTVX's transmitter facilities and tower are located at a site on Mt.
Nelson, close to Salt Lake City, under a lease that expires in 2004.  KTVX also
maintains back-up transmitter facilities and tower at a site on nearby Mt.
Vision under a lease that expires in July 2002 and is renewable, at no increase
in rental, for a 50-year period.

     KMOL's transmitter facilities are located at a site near San Antonio on
land and on a tower owned by Texas Tall Tower Corporation, a corporation owned
in equal shares by UTV and another television station that also transmits from
the same tower.

     KBHK's transmitter is located on Mt. Sutro, as part of the Sutro Tower
complex, which also houses equipment for other San Francisco television
stations and many of its FM radio stations.  The lease for the Mt. Sutro
facilities expires in 2005 and is renewable for two five-year periods.

     KUTP's transmitter facilities and tower are located on a site within
South Mountain Park, a communications park owned by the City of Phoenix, which
also contains transmitter facilities and towers for the other television
stations in Phoenix as well as facilities for several FM radio stations.  The
license for this space expires in 2012.

     WUTB's transmitter facilities are located on a site near Baltimore.  The
building containing the transmitter and the tower on which the antenna is
mounted, are shared with another television station.  The lease for the tower
and building expires in December 1999 and is renewable for two five-year
periods.

     BHC believes its properties are adequate for their present uses.

                                    14

<PAGE>
ITEM 3.  LEGAL PROCEEDINGS.

         Not applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers of BHC, as of February 28, 1998, are as
follows:


                                       
                                                                    Has served
                     Positions with BHC; principal occupation;      as officer
Name                 and age as of February 28, 1998                since
              
Herbert J. Siegel    Chairman of the Board; Chairman of the 
                     Board and President, Chris-Craft; 69           1977

William D. Siegel    President; Senior Vice President,
                     Chris-Craft; 43                                1981
 
Joelen K. Merkel     Vice President and Treasurer; Vice
                     President and Treasurer, Chris-Craft;
                     46                                             1980

Brian C. Kelly       General Counsel and Secretary; General
                     Counsel and Secretary, Chris-Craft; 46         1992


     Chris-Craft, through its majority ownership of BHC, is principally engaged
in television broadcasting.  The principal occupation of each of the individuals
for the past five years is stated in the foregoing table.

     All officers hold office until the meeting of the Board following the next
annual meeting of stockholders or until removed by the Board.

     Evan C Thompson, age 55, is Executive Vice President of Chris-Craft. 
Although not an officer of BHC, as President of UTV and Chris-Craft's Television
Division for more than the past five years, Mr. Thompson may be considered an
executive officer of BHC within the Securities and Exchange Commission 
definition of the term.

                                    15

<PAGE>
                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS.

         The information appearing in the Annual Report under the caption
STOCK PRICE, DIVIDEND AND RELATED INFORMATION is incorporated herein by this
reference.


ITEM 6.  SELECTED FINANCIAL DATA.

         The information appearing in the Annual Report under the caption
SELECTED FINANCIAL DATA is incorporated herein by this reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

         The information appearing in the Annual Report under the caption
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS is incorporated herein by this reference.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Consolidated Financial Statements, Notes thereto, Report of
Independent Accountants thereon and Quarterly Financial Information
(unaudited) appearing in the Annual Report are incorporated herein by this
reference.  Except as specifically set forth herein and elsewhere in this
Form 10-K, no information appearing in the Annual Report is incorporated by
reference into this report, nor is the Annual Report, deemed to be filed, as
part of this report or otherwise, pursuant to the Securities Exchange Act of
1934.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

         Not applicable.

                                    16

                                  PART III
<PAGE>
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

          The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Nominees of the Board of Directors and ELECTION OF
DIRECTORS -- Section 16(a) Beneficial Ownership Compliance is incorporated
herein by this reference.  Information relating to BHC's executive officers is
set forth in Part I under the caption EXECUTIVE OFFICERS OF THE REGISTRANT.


ITEM 11.  EXECUTIVE COMPENSATION.

          The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Executive Compensation is incorporated herein by this
reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.

          The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Voting Securities of Certain Beneficial Owners and
Management is incorporated herein by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Certain Relationships and Related Transactions is
incorporated herein by this reference.

                                    17
<PAGE>
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K.

          (a)  The following documents are filed as part of this report:

               1.  The financial statements and quarterly financial information
                   incorporated by reference from the Annual Report pursuant to
                   Item 8.

               2.  The financial statements of UPN and report thereon listed
                   under the caption Schedules in the Index to Consolidated
                   Financial Statements and Schedules.

               3.  Exhibits listed in the Exhibit Index, including the
                   compensatory plans listed below:

                   *  Chris-Craft's Benefit Equalization Plan
                   *  Employment Agreement dated as of January 1, 1994 between
                      Herbert J. Siegel and Chris-Craft
                   *  Employment Agreement dated as of January 1, 1994 between
                      Evan C Thompson and Chris-Craft

          (b) No reports on Form 8-K were filed by the registrant during the
              last quarter of the period covered by this report.

                                    18
<PAGE>
                                SIGNATURES
                                
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  March 27, 1998

                                               BHC COMMUNICATIONS, INC.
                                                     (Registrant)


                                               By:   WILLIAM D. SIEGEL
                                                     William D. Siegel
                                                     President


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.  

         Signature and Title                      Date

         HERBERT J. SIEGEL                        March 27, 1998
         Herbert J. Siegel
         Chairman and Director
         (principal executive
         officer)

         WILLIAM D. SIEGEL                        March 27, 1998
         William D. Siegel
         President and
         Director (principal
         financial officer)



         JOELEN K. MERKEL                         March 27, 1998
         Joelen K. Merkel
         Vice President, Treasurer
         and Director (principal
         accounting officer)

                                    19

<PAGE>
         JOHN L. EASTMAN                          March 27, 1998
         John L. Eastman
         Director

         BARRY S. GREENE                          March 27, 1998
         Barry S. Greene
         Director

         LAURENCE M. KASHDIN                      March 27, 1998
         Laurence M. Kashdin
         Director

         MORGAN L. MILLER                         March 27, 1998
         Morgan L. Miller
         Director

         JOHN C. SIEGEL                           March 27, 1998
         John C. Siegel
         Director

                                    20

<PAGE>
               BHC COMMUNICATIONS, INC. AND SUBSIDIARIES

       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


CONSOLIDATED FINANCIAL STATEMENTS:

               Report of Independent Accountants

               Consolidated Balance Sheets - December 31, 1997 and 1996

               Consolidated Statements of Income - For the Years
                Ended December 31, 1997, 1996 and 1995

               Consolidated Statements of Cash Flows - For the Years
                Ended December 31, 1997, 1996 and 1995

               Consolidated Statements of Shareholders' Investment - For
                the Years Ended December 31, 1997, 1996 and 1995

               Notes to Consolidated Financial Statements 


SCHEDULES:

               UPN Financial Statements --

                    Report of Independent Accountants

                    Balance Sheets - December 31, 1997 and 1996

                    Statements of Operations - For the Years
                     Ended December 31, 1997, 1996 and 1995

                    Statements of Changes in Partners'
                     Capital (Deficit) - For the Years
                     Ended December 31, 1997, 1996 and 1995 

                    Statements of Cash Flows - For the Years
                     Ended December 31, 1997, 1996 and 1995 

                    Notes to Financial Statements

                                    21
<PAGE>
United Paramount Network
(a partnership between BHC Network 
Partner, Inc., BHC Network Partner II, Inc.,
BHC Network Partner III, Inc.,
PCI Network Partner Inc. and
PCI Network Partner II Inc.)
Report and Financial Statements
December 31, 1997, 1996 and 1995

<PAGE>
                       Report of Independent Accountants


February 6, 1998


To the Partners
of United Paramount Network


In our opinion, the accompanying balance sheets and the related
statements of operations, of changes in partners' capital (deficit)
and of cash flows present fairly, in all material respects, the
financial position of United Paramount Network (a partnership between
BHC Network Partner, Inc., BHC Network Partner II, Inc., BHC Network
Partner III, Inc., PCI Network Partner Inc., and PCI Network Partner
II Inc.) at December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.  These financial statements are the
responsibility of United Paramount Network's management; our
responsibility is to express an opinion on these financial statements
based on our audits.  We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.

<PAGE>

UNITED PARAMOUNT NETWORK
BALANCE SHEETS

(in thousands)                                       December 31,
                                                ---------------------
                                                    1997      1996
                                                ----------  ---------
                                Assets
Current assets:
   Cash and cash equivalents                    $  23,622   $     557
   Accounts receivable (net of allowance for
     doubtful accounts of $430 and $430,
     respectively)                                 39,287      25,057
   Program rights and development costs (net of
     reserve for abandonment of $7,721 and
     $5,613, respectively)                         16,596      17,815
   Other current assets                               512         402
                                                ---------   ---------
       Total current assets                        80,017      43,831
                                                ---------   ---------
Restricted investments                              8,755       1,157
Property and equipment, at cost:
  Furniture, fixtures, computer equipment and
    other (net of accumulated depreciation of
    $901 and $508, respectively)                      966         915

Intangible assets (net of accumulated 
  amortization of $1,484 and $108, respectively)    5,682         163
Other assets                                       14,523       2,827
                                                ---------   ---------
                                                $ 109,943   $  48,893
                                                =========   =========

             Liabilities and Partners  Capital (Deficit) 

Current liabilities:
  Accounts payable                              $  16,258   $   4,027
  Accrued program costs                            61,040      18,168
  Accrued expenses and other liabilities           30,421      25,304
                                                ---------   ---------
       Total current liabilities                  107,719      47,499
                                                ---------   ---------
Commitments and contingencies (Note 7)

Partners' capital (deficit):
  BHC Network Partner                              (4,179)     (4,172)
  BHC Network Partner II                           (3,837)     (3,703)
  BHC Network Partner III                           9,128       9,269
  PCI Network Partner                                 890        -
  PCI Network Partner II                              222        -
                                                ---------   ---------
       Total partners  capital                      2,224       1,394
                                                ---------   ---------
                                                $ 109,943   $  48,893
                                                =========   =========

The accompanying notes are an integral part of these financial
statements.



UNITED PARAMOUNT NETWORK
STATEMENTS OF OPERATIONS

(in thousands)
                                             For the Year Ended
                                                December 31,
                                      -------------------------------
                                         1997      1996       1995
                                      --------- ----------  ---------
Net revenues                          $  89,997 $   56,948  $  30,376

Operating costs and expenses:
  Operating expenses                    177,874    132,593     99,940
  Selling, general and administrative
   expenses                              82,294     67,359     58,924
  Depreciation and amortization           1,794        364        252
                                      ---------  ---------  ---------
                                        261,962    200,316    159,116
                                      ---------  ---------  ---------
Operating loss                         (171,965)  (143,368)  (128,740)
                                      ---------  ---------  ---------
Other income (expense):
  Interest expense to related parties      -       (14,147)    (4,535)
  Interest and other income               1,736        193         62
  Net income (loss) on investment in
   joint venture                             32     (3,138)      (625)
                                      ---------  ---------  ---------
                                          1,768    (17,092)    (5,098)
                                      ---------  ---------  ---------
Net loss                              $(170,197) $(160,460) $(133,838)
                                      =========  =========  =========

The accompanying notes are an integral part of these financial
statements.

UNITED PARAMOUNT NETWORK
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands)
                     BHC        BHC         BHC        PCI       PCI
                   Network    Network     Network    Network   Network
                   Partner  Partner II  Partner III  Partner  Partner II   Total
---------------------------------------------------------------------------------
<S>               <C>       <C>          <C>         <C>       <C>     <C>
Balance at
December 31, 1994 $  1,500  $  1,338     $   -       $   -     $  -    $   2,838

 Capital
  contributions       -       23,186         -           -        -       23,186

 Capital transfers
  between partners  (3,977)    3,977         -           -        -         -

 Allocation of 1995
  net loss          (6,465) (127,373)        -           -        -     (133,838)
---------------------------------------------------------------------------------

Balance at
 December 31, 1995  (8,942)  (98,872)        -           -        -     (107,814)

 Capital
  contributions       -         -          20,000        -        -       20,000

 Conversion of
  debt to equity     8,398   164,101       63,016        -        -      235,515

 Conversion of
  accrued interest
  to equity             12     9,500        4,641        -        -       14,153

 Allocation of 1996
  net loss          (3,640)  (78,432)     (78,388)       -        -     (160,460)
---------------------------------------------------------------------------------  

Balance at
 December 31, 1996  (4,172)   (3,703)       9,269        -        -        1,394

 Exercise of
  option by PCI/NP    -         -            -        155,014   38,754   193,768

 Allocation of
  option exercise    3,881    73,731       77,612    (124,178) (31,046)     -
     
 Distribution to
  partners          (2,907)  (55,224)     (58,130)       -        -     (116,261)

 Capital
  contributions      1,205    22,888       24,092      36,268    9,067    93,520

 Allocation of 1997
  net loss          (2,186)  (41,529)     (43,715)    (66,214) (16,553) (170,197)
---------------------------------------------------------------------------------

Balance at
 December 31, 1997 $(4,179) $ (3,837)    $  9,128    $    890  $   222 $   2,224
=================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.

UNITED PARAMOUNT NETWORK
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

(in thousands)
                                                      For the Year Ended
                                                          December 31,
                                               ---------------------------------
                                                  1997        1996        1995
                                               ---------   ---------   ---------

<S>                                            <C>         <C>         <C>
Cash flows from operating activities:
  Net loss                                     $(170,197)  $(160,460)  $(133,838)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization of program costs                169,771     126,793      91,744
    Payments for programming                    (118,912)   (121,822)    (98,420)
    Depreciation and amortization                  1,794         364         252
    Abandonment reserve                            2,108         982       4,631
    Changes in assets and liabilities:
      Increase in accounts receivable            (14,230)    (16,017)     (9,025)
      Increase in accounts payable, accrued
       expenses and other current liabilities      8,470      25,116      12,546
      (Increase) decrease in other assets        (12,110)        207       3,052
                                               ---------   ---------   ---------
  Net cash used in operating activities         (133,306)   (144,837)   (129,058)
                                               ---------   ---------   ---------
Cash flows from investing activities:
  Additions to property and equipment               (467)       -         (1,113)
  Cash placed in restricted account               (7,598)       (183)       (974)
  Increase in intangible asset                      -           -           (271)
  Net investment in joint venture                    304         (77)     (2,750)
                                               ---------   ---------   ---------
  Net cash used in investing activities           (7,761)       (260)     (5,108)
                                               ---------   ---------   ---------
Cash flows from financing activities:
  Advances from related party                       -        125,580     109,935
  Exercise of option by PCI/NP                   186,873        -           -
  Capital contributions                           93,520      20,000      23,186
  Distributions to partners                     (116,261)       -           -
                                               ---------   ---------   ---------
  Net cash provided by financing activities      164,132     145,580     133,121
                                               ---------   ---------   ---------
  Net increase (decrease) in cash and cash
    equivalents                                   23,065         483      (1,045)

Cash and cash equivalents:
  Beginning of year                                  557          74       1,119
                                               ---------   ---------   ---------
  End of year                                  $  23,622   $     557   $      74
                                               =========   =========   =========
Supplemental Cash Flow Information:
  Cash paid for interest                       $    -      $    -      $   4,530
                                               =========   =========   =========
Supplemental schedule of non-cash
 financing activities:
  Start-up costs incurred by PCI/NP and 
   contributed to the partnership              $   6,895   $    -      $    -
                                               =========   =========   =========
  Advances from related party converted
   to equity                                   $    -      $ 235,515   $    -
                                               =========   =========   =========
  Accrued interest converted to equity         $    -      $  14,153   $    -
                                               =========   =========   =========

The accompanying notes are an integral part of these financial statements.
</TABLE>

UNITED PARAMOUNT NETWORK
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
---------------------------------------------------------------------

Note 1 - Organization

In July 1994, BHC Network Partner, Inc. ("BHC/NP"), a then wholly
owned subsidiary of Chris-Craft Industries, Inc.'s majority owned
subsidiary, BHC Communications, Inc. ("BHC"), along with PCI Network
Partner, Inc. ("PCI/NP"), a wholly owned indirect subsidiary of Viacom
Inc.'s Paramount Television Group ("Viacom"), formed the United
Paramount Network ("UPN" or the "Network"), a broadcast television
network.

UPN was organized as a partnership in December 1994 between BHC/NP and
BHC Network Partner II, Inc. ("BHC/NP II"), a wholly owned indirect
subsidiary of BHC.  BHC Network Partner III, Inc. ("BHC/NP III"), a
wholly owned indirect subsidiary of BHC, became a partner in 1996.  On
December 30, 1996, all advances from related parties and related
accrued interest were converted to partnership equity.  PCI/NP had an
option to acquire an interest in UPN equal to that of BHC/NP, BHC/NP
II, and BHC/NP III (collectively referred to as the "BHC Partners"). 
The option price included approximately one-half of the BHC Partners'
aggregate cash contributions to UPN through the exercise date, plus
interest, and additional cash available for ongoing UPN expenditures. 
On January 15, 1997, PCI/NP completed its exercise of its option in
accordance with the terms of the option agreement and, together with
PCI Network Partner II, Inc., a wholly owned indirect subsidiary of
Viacom, became an equal partner with BHC Partners in UPN.  In
accordance with the option agreement, BHC Partners received
distributions amounting to approximately $116 million.

UPN began providing programming for broadcast in January 1995.  At
December 31, 1997, 1996 and 1995, the Network had 187 affiliates in
markets covering approximately 97%, 164 affiliates in markets covering
over 92% and 150 affiliates in markets covering over 90% of U.S.
television households, respectively.  The Network's revenues are
derived primarily from providing television programming and are,
therefore, subject to fluctuations in the advertising industry.

Operating costs of the Network have been funded through capital
contributions and loans made by BHC Partners and PCI/NP (collectively
known as "Partners") and the sale of advertising.  Profits or losses
are allocated between the Partners in accordance with the partnership
agreement. UPN is still in its early development and the cost of
developing and expanding its programming is expected to remain
significant for several years.  The Partners intend to continue
funding UPN as UPN incurs obligations arising through the normal
course of its business.

Note 2 - Accounting Policies

Financial Instruments

Cash equivalents are securities having maturities at time of purchase
not exceeding three months.

Intangible Assets

Intangible assets represent primarily the costs incurred by PCI/NP
during the start up phase of the network and contributed to the
partnership as a result of the acquisition by PCI/NP of an interest in
the partnership (Note 1).  Also included in intangible assets are
costs associated with logo design and development.  The assets are
being amortized on a straight line basis over five years.

Property and Equipment

Property and equipment is recorded at cost.  Depreciation of
furniture, fixtures and computer equipment is computed on the
straight-line method over the estimated useful lives of the assets
which range from three to five years.  Amortization of leasehold
improvements is computed on a straight-line basis over the life of the
lease.

Program Rights and Development Costs

Network programming rights and related liabilities are recorded at the
contractual amounts when the programming becomes available for
telecasting.  Capitalized program costs are amortized over the
estimated number of showings, using accelerated methods based on
management s estimate of the flow of revenues.  The estimated costs of
recorded program rights to be charged to income within one year are
included in current assets; payments on such program rights due within
one year are included in current liabilities.

Costs incurred for the development of programs are capitalized and
included in the accompanying balance sheets, net of reserves
established for projects which may be terminated prior to being placed
into production.

Revenue Recognition

Revenues are recognized substantially as advertisements are aired, at
contractual rates. 

Use of Estimates in Preparation of Financial Statements

Preparation of financial statements in accordance with generally
accepted accounting principles requires the use of management
estimates.

Income Taxes

As a general partnership, the Network's losses are allocated to, and
reported by, the individual Partners.  Therefore, no income tax
benefit is included in the accompanying financial statements.

NOTE 3 - Restricted Investments

Restricted investments consist of cash and marketable securities
placed in an account as a security deposit and as collateral for a
loan to a third party.  The restricted investments are not available
for current operations of the Network and, therefore, have been
classified as non-current in the accompanying balance sheet.  In
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
marketable securities have been classified as held-to-maturity and are
therefore carried at amortized costs.

NOTE 4 - Other Assets

Included in other assets at December 31, 1997 are deferred network
costs of $12,000,000 and investment in joint venture of $2,523,000. 
At December 31, 1996, other assets are comprised of investment in
joint venture of $2,827,000.  Network costs are amortized over the
same period as the related agreements.  In 1995, UPN entered into a
joint venture (the "Venture") with Saban Entertainment for the purpose
of developing, producing and distributing children's television
programming.  Under terms of the Venture agreement, UPN funded certain
programming costs in return for certain distribution rights to such
programming and a share of aggregate revenue.  UPN accounts for its
interest in the Venture using the equity method.  The investment in
the Venture is presented net of reserves of $2,119,000 and $2,158,000
at December 31, 1997 and 1996, respectively.

NOTE 5 - Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

(in thousands)
                                          December 31,
                                   -------------------------
                                      1997            1996
                                   ---------       ---------
  Accrued advertising costs        $  18,976       $  16,930
  Accrued compensation                 4,917           3,453
  Accrued sales commissions              224           1,807
  Other accrued expenses               6,304           3,114
                                   ---------       ---------
                                   $  30,421       $  25,304
                                   =========       =========

NOTE 6 - Related Party Transactions

Prior to September 1997, advertising time was sold through Premier
Advertising Sales ("Premier") a wholly owned subsidiary of Paramount
Communications, Inc., which is a subsidiary of Viacom Inc. (Note 1). 
Net revenues for sales made by Premier totaled $43,019,000 in 1997 and
at December 31, 1997, the Network had an accounts receivable balance
with Premier of $1,825,000.  In September 1997, the Network
established its own sales force which sells advertising time for
broadcast on UPN programs.

During the normal course of business, the Network enters into various
contracts to purchase programming from related parties.  In 1997,
capitalized programming costs from related parties totaled
$71,663,000.

Prior to September 1997, with respect to certain of its programming
provided by Viacom, UPN derived no revenue and incurred no programming
expense.

NOTE 7 - Commitments and Contingencies

During 1995, UPN entered into a five year lease obligation for its
office space.  The lease is noncancellable for three years and calls
for certain penalty payments upon cancellation thereafter.  Rental
expense was $594,000, $562,000 and $427,000 for the years ended 
December 31, 1997, 1996 and 1995, respectively.

As of December 31, 1997, the future minimal rental payments under
operating leases are as follows:

                1998              $   720,000
                1999                  701,000
                2000                  503,000
                Thereafter               -
                                  -----------
                    Total         $ 1,924,000
                                  ===========

As of December 31, 1997, the Network had entered into various network
related agreements and contracts for programming which was not
currently available for telecasting.  The aggregate amounts of the
payments required under these agreements totaled approximately
$168,807,000 and $71,000,000 at December 31, 1997 and 1996,
respectively.

In the normal course of business, the Network is at times subject to
pending and threatened legal actions.  In management's opinion, any
liabilities or benefits resulting from these matters will not have a
material effect on the financial position or results of operations of
the Network.

                              EXHIBIT INDEX

Incorporated by                Exhibit
Reference to:                    No.                Exhibit 
---------------                -------              --------

Exhibit 3(a) [1]                 3.1            Restated Certificate
                                                of Incorporation

Exhibit 3(b) [1]                 3.2            Restated By-laws

Exhibit 10(c) [1]               10.1            Management Agreement
                                                between registrant
                                                and Chris-Craft
                                                dated July 21, 1989

Exhibit 19 [4]                  10.2            Amendment No. 1
                                                thereto dated
                                                October 31, 1991

Exhibit 10(H)(2) [5]            10.3            Amendment No. 2
                                                thereto dated March
                                                24, 1994

Exhibit 10(E) [2]               10.4            Form of Agreement
                                                under Chris-Craft's
                                                Executive Deferred
                                                Income Plan

Exhibit 10(B) [5]               10.5            Employment Agreement
                                                dated January 1,
                                                1994 between Chris-
                                                Craft and Herbert J.
                                                Siegel

Exhibit 10(C) [5]               10.6            Split-Dollar
                                                Agreement dated
                                                January 6, 1994
                                                between registrant
                                                and William D.
                                                Siegel

Exhibit 10(D) [5]               10.7            Split-Dollar
                                                Agreement dated
                                                January 6, 1994
                                                between registrant
                                                and John C. Siegel

Exhibit 10(F) [5]               10.8            Employment Agreement
                                                dated January 1,
                                                1994 between Chris-
                                                Craft and Evan C
                                                Thompson

Exhibit 11(H) [3]               10.9            Chris-Craft's
Exhibit 10(B)(1) [6]                            Benefit
Exhibit 10.3 [8]                                Equalization Plan,
                                                as amended

Exhibit 10.10[7]               10.10            Option Agreement
                                                dated July 19, 1994
                                                between BHC Network
                                                Partner, Inc. and
                                                PCI Network Partner,
                                                Inc.

                                    22
<PAGE>
      *                        13               Portions of the
                                                Annual Report
                                                incorporated by
                                                reference

      *                        21               Subsidiaries of
                                                registrant

      *                        27               Financial Data
                                                Schedule

_______________________

 *        Filed herewith.

[1]       Registrant's Registration Statement on Form S-1 (Regis. No. 33-
          31091).

[2]       Chris-Craft's Annual Report on Form 10-K for the year ended
          August 31, 1983 (File No. 1-2999).

[3]       Chris-Craft's Registration Statement on Form S-1 (Regis. No. 2-
          65906).

[4]       Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended September 30, 1991.

[5]       Chris-Craft's Annual Report on Form 10-K for the year ended
          December 31, 1993.

[6]       Chris-Craft's Annual Report on Form 10-K for the year ended
          December 31, 1989.

[7]       Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1994.

[8]       Chris-Craft's Annual Report on Form 10-K for the year ended
          December 31, 1994.

                                    23